UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~June~~March 611, ~~2024~~2025

Canterbury Park Holding Corporation

(Exact name of registrant as specified in its charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

001-37858		47-5349765
(Commission File Number)		(IRS Employer Identification No.)

1100 Canterbury Road, Shakopee, Minnesota		55379
(Address of Principal Executive Offices)		(Zip Code)

(952) 445-7223

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value, $.01 per share	CPHC	Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.~~07. Submission~~02 Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On2025 ~~June 6, 2024, Canterbury Park Holding Corporation (the “Company”) held its 2024~~ Annual ~~Meeting~~Base of Shareholders at 1100 Canterbury Road, Shakopee, Minnesota 55379. At the close of business on April 11, 2024, the record date for the Annual Meeting, a total of 4,982,870 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company were outstanding. At the Annual Meeting, 4,295,110 shares, or approximately 86.2% of the outstanding shares of Common Stock, were represented by proxy or in person. Shares were voted at the Annual Meeting on the matters submitted to a vote of the shareholders as follows:Salaries

~~Proposal~~On ~~1 —~~March To11, ~~elect~~2025, ~~seven~~the ~~directors~~Compensation Committee of the Board of Directors of Canterbury Park Holding Corporation (the “Company”) torecommended, ~~hold~~and ~~office~~the ~~until~~Board of Directors approved, increases in the ~~next~~annual ~~Annual~~base ~~Meeting~~salaries of ~~Shareholders~~Randall orD. ~~until~~Sampson, ~~their~~President ~~respective~~and ~~successors~~Chief ~~have~~Executive ~~been~~Officer, ~~elected~~and Randy J. Dehmer, Chief Financial Officer. For 2025, Mr. Sampson’s annual base salary will be increased by 3% to $337,481 and ~~qualified~~Mr. Dehmer’s annual base salary will be increased by 5% to $274,135.

	FOR	WITHHELD	BROKER NON-VOTE
Peter Ahn	2,587,723	84,146	1,623,241
Maureen H. Bausch	2,604,632	67,237	1,623,241
Mark Chronister	2,607,236	64,633	1,623,241
John S. Himle	2,640,797	31,072	1,623,241
Carin J. Offerman	2,618,094	53,775	1,623,241
Randall D. Sampson	2,660,401	11,468	1,623,241
Damon E. Schramm	2,588,247	83,622	1,623,241

Adoption of 2025 Annual Bonus Plan

~~Proposal~~The ~~2 —~~Company Tohas ~~ratify~~adopted ~~and~~the ~~approve~~Canterbury Park Holding Corporation Annual Incentive Plan (the ~~appointment~~“Annual Bonus Plan”), which is a comprehensive framework pursuant to which opportunities for incentive compensation generally covering periods of ~~Wipfli~~one ~~LLP~~year asor less can be awarded the Company’s ~~independent~~executive ~~registered~~officers, ~~public~~other ~~accounting~~senior ~~firm~~executives ~~for~~and other employees of the ~~fiscal year~~Company. ~~ending~~Further ~~December 31~~information regarding the Annual Bonus Plan is provided in and the text of the Annual Bonus Plan is an exhibit to the Company’s Current Report on Form 8-K dated April 5, ~~2024~~2016, which is incorporated herein by reference.

FOR		AGAINST		ABSTAIN
4,285,043		9,535		532

On March 11, 2025, the Compensation Committee recommended, and the Board of Directors adopted, 2025 performance goals under the Annual Bonus Plan and granted cash incentive pay opportunities (referred to as “Incentive Awards”) under the Annual Bonus Plan to the Company’s eligible employees, which include Mr. Sampson and Mr. Dehmer.

AsPayouts aof ~~result,~~Incentive Awards will be based on the ~~shareholders~~Company’s ~~(i) elected~~2025 ~~each~~financial ~~nominee~~performance ascompared ato ~~director~~two ofperformance ~~the~~goals ~~Company~~established ~~and~~by ~~(ii)~~the ~~ratified~~Compensation Committee and the ~~appointment~~Board of ~~Wipfli~~Directors, ~~LLP~~which asare ~~the~~adjusted ~~Company’s~~income ~~independent~~from ~~registered~~operations ~~public~~for ~~accounting~~2025 ~~firm~~and consolidated revenue for ~~the~~2025, ~~fiscal year~~weighted ~~ending~~70% ~~December 31~~and 30%, ~~2024~~respectively. Adjusted income from operations (AIFO) is income from operations, calculated in accordance with U.S. generally accepted accounting principles (GAAP), adjusted to exclude certain extraordinary, unusual or other amounts as ~~described~~determined inby the ~~Company’s~~Compensation ~~proxy~~Committee. ~~statement~~Revenue ~~for~~will ~~the~~be ~~2024~~calculated ~~Annual~~in ~~Meeting~~accordance ofwith ~~Shareholders~~GAAP.

On March 11, 2025, the Compensation Committee also recommended, and the Board of Directors also approved, minimum, target and maximum levels of performance for 2025 AIFO and revenue. Under matrices associated with the 2025 Annual Bonus Plan, achievement at less than the target level results in a decreasing bonus and, if achievement fails to meet the minimum performance level, the participants will earn no payout under their Incentive Awards for 2025. The total payout under any Incentive Award will not exceed 150% of target, even if the Company’s 2025 AIFO and revenue exceed the maximum level of performance.

Pursuant to the Annual Bonus Plan, on March 11, 2025, the Compensation Committee recommended, and the Board of Directors approved, 2025 bonus opportunities for Mr. Sampson and Mr. Dehmer, expressed as percentage of 2025 base salary based upon the Company’s achievement at target levels of each performance goal. The payout that the Company’s executive officers may earn at the target level of achievement as a percentage of their respective salaries as follows: Mr. Sampson, 45%, and Mr. Dehmer, 35%.

Item 9.01	Financial Statements and Exhibits

Exhibit No.	Description

10.1	Canterbury Park Holding Corporation Annual Incentive Plan (filed as Exhibit 99.1 to Form 8-K dated April 5, 2016 and incorporated herein by reference).

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CANTERBURY PARK HOLDING CORPORATION
Dated: June 10, 2024	By:	/s/ Randall D. Sampson
Dated: March 17, 2025	By:	/s/ Randall D. Sampson
		Randall D. Sampson
		President and Chief Executive Officer

Filing Compare · Canterbury Park Holding Corp